Fairytail University
by Futa-Fairy
Summary: This story is about the adventures and love affairs that happen at Fairytail University. The largest univeristy in Fiore! Join the story as Lucy, Cana, Erza and more find out about the many mysteries within the university. (Lisanna x Lucy),(Erza x Lucy), WARNING contains futa/futanari/yuri. Don't like don't read! Check out my profile to check on possible up coming stories!
1. Chapter 1

**Sorry it took me so long to come out with this. I was having massive writers block for a bit and didn't know what I was gonna do with this. But here it is at long last! Sorry for the people who voted for Bleach and One Piece, hopefully I'll get around to those soon. Fairytail was tied with Bleach when I ended the poll and I just flipped a coin to see which one I did. As always this story contains futa/futanari! (That's right you guessed it; chicks with dicks so if you don't like it don't read!) **

Fairytail University

Chapter 1

It is a rainy day in the merchant city of Magnolia. It's the first week of classes at Fairytail University! This is a university for wizards of all types, the headmaster of the university is Chancellor Makarov Dreyar. Chancellor Makarov is one of the ten wizard saints and is force to be reckoned with. The campus is really nice with large trees and green landscape all over—not only that but it's right by the ocean.

The freshman class has been slowing arriving throughout the day. Its move in day right now so all the freshman girls and guys have been acquainting themselves with one another and making friends. This is where we find one of the freshman, Lucy Heartfilia—she is voluptuous blonde haired bombshell. She has brown eyes and a very shapely body; which is easy to see in the school uniform that she's wearing. Her breasts look ready to burst out of that shirt at any moment not only that but the normal just above knee length skirt seems to be a bit higher up on her cause of her big, round ass!

"Oh wow, this building seems too big to be just one of the girl's dorms!" said Lucy.

She walked into Tenrou Lodge which is one of the many dorms around campus, it's an all-girls dorm which she thought would be kinda nice to get to know some of the female wizards here.

Lucy checked in at the front desk of the dorm to get her room keys and everything then proceeded to walk up to the 4th floor of the fairly new building. Till she got to a door with the number 423.

"Well, looks like this is my new room!" said Lucy as she began to open the door.

"**I hope my roommate is nice, and not too dirty." **

Lucy opened the door and got the first sight of her new roommate and soon to be best friend.

"Oh. Hello! I guess you must be my roommate hehe, my name is Lisanna and I'm a freshman here!"

Lisanna is a fairly petite girl with white hair and deep blue eyes. She has a soft, lovely voice which goes perfectly with her soft and caring soul.

"Nice to meet you! My name is Lucy and I'm also a freshman here."

Lucy and Lisanna began to chit chat about all things school related such has where certain classes were and where things should be set up in their room. It became clear to Lucy that Lisanna certainly knew a good deal about the school already.

"You sure know your stuff, how do you know all this?" asked Lucy.

"Oh, well my big sister is a junior here and she's told me about most of this stuff. She also told me who to avoid making an enemy of at the school too." replied Lisanna.

"I see, that's so cool! And if you don't mind me asking just who should we avoid making an enemy of?" asked Lucy in a somewhat perplexed manner.

"I can't say I know why for sure but my sister said that Minerva and Flare are some people to be avoided. Minerva is a junior like my sister and Flare is only a sophomore but some freaky things about her have been floating around. And even worse things are said to be true about Minerva." Lisanna sighed after sharing all this with Lucy.

"Jeez, first day here and I'm already getting bad news haha." Lucy said while ending in laughter.

"Hey, you should come with me to meet up with some other freshman girls in one of my friends dorm rooms!" said Lisanna with excitement, "I know they would be glad to meet you."

"Sounds like fun!" replied Lucy as she finished putting her things away and left out the door with Lisanna.

After walking for about 5 or so minutes Lisanna and Lucy enter into the Celestial Hall, which is another all girls dorm on campus.

"Oh wow, I should have tried to live here, it has celestial in the name!" exclaimed Lucy.

"Hehe, it would have been pretty cool if do did, being a celestial wizard and all." giggled Lisanna as they walked up the spiral stairs to the 5th floor of the large eight floor tower shaped dorm.

Lucy continued to walk next to Lisanna till she stopped in front of a door with the number 504 on it. Lisanna knocked and awaited the appearance of one of her good friends.

"Oh hey Lisanna! I haven't seen you since you visited me in the summer!" said Cana as she flew into Lisanna for a hug.

"Oh and who is this? A friend of yours?"

"Oh, excuse my manners, this is Lucy! She's a freshman like us and she also happens to be my roommate!" said Lisanna with a cheery smile.

"It's very nice to meet you." said Cana as she went to hug Lucy.

"Oh, uh, you too." replied Lucy who was a bit distracted, first by the fact that Cana immediately hugged her and second by what Cana was wearing. Cana was wearing just a light blue bikini which for any girl would be indecent but especially for Cana since her breasts are probably at least and E-cup.

"Hey, did I hear that Lisanna is here? And with a new friend too?!" said a voice from within the room. The three girls soon made their way inside to see Ezra Scarlet sitting on her bed.

All of the female wizards exchanged pleasantries and shared things about themselves to become acquainted with Lucy whom they quickly began to like.

**~~Hours Later~~**

"Well guys it's getting late we really should be going now, sleep well tonight and have fun this year!" Lisanna said this while walking out of Cana and Ezra's room with Lucy.

"Ya, thanks again guys for being so friendly! We'll hang out again real soon!" yelled Lucy as her and Lisanna began to walk down the stairs.

Lucy and Lisanna both were tired as they got back to the dorm. Lucy began to slowly strip to get ready for bed. She started by unbuttoning her white shirt her boobs nearly popped out when she undid two buttons. Her large, perky breasts were being contained by a black bra. She then pulled down her skirt exposing her blonde bubble butt, it jiggled as she hopped up and down to pull it down over her butt.

Lisanna stared shamelessly at Lucy, the buxom blonde could make anyone aroused by watching her strip. Her gold hair flowed freely down her smooth back stopping a few inches above her round ass.

Lisanna also stripped down into her thick cotton panties and a loose fitting white t-shirt. Lucy turned around and was a little shocked at what she saw. Lisanna staring lustfully at her curvy figure but that wasn't the most surprising thing, she was use to people looking at her assets. It was the bulge in Lisanna's panties that caught Lucy's attention.

"Umm, Lisanna what's that?" questioned Lucy.

"Oh, uhh… how embarrassing" Lisanna's cheeks turned bright red and she quickly put her hand over her bulge. "Sorry, it's just that you're really pretty, I normally have more self-control."

"It's ok but,.. are…are you a shemale?!"

"Kinda of, I'm a futa girl really, I have both male and female parts."

"Can I—I see it?" asked Lucy as she inched closer to the still very embarrassed Lisanna.

"Umm, sure." Lisanna began to pull down her panties and then kick them to the side.

She was rock hard, her cock was bobbing up and down as Lucy keep her gaze fixed on the piece of meat. She reached her hand out and grasped the thick futa-cock.

"Wow, you cock is really big! Just how big is this thing?!" said Lucy in a bit of shock.

"Oh, I'm really not that big haha, I guess I am pretty thick but, if you think I'm big you should see my sisters!" said Lisanna bashfully—she began to loosen up a bit at the compliment she received. "But ya, I'm about 8 inches which I'm pretty sure is barely above average for futas."

"You gotta be kidding me?! You're saying this isn't big? So how big is your sister and just how many futas are there at the university?! What's average?!" Lucy was raddling off question after question.

"Umm, are you a virgin, I mean… not to be too forward or anything. It's just you sure are asking a lot of questions about this stuff." asked Lisanna as she sat reclined on the floor next to Lucy, with her hands behind her holding her up.

"Haha no I'm not but, its just that I've never met a futa-girl before and I'm just a bit curious is all. Also, maybe 8 isn't that big for futas but that's pretty damn big—not to mention that you cock is as thick as my fist!"

"Oh really? I'm the first one you've met? That's interesting, there is a decent futa population in the kingdom of Fiore. You must have lived in the country somewhere huh? Anyways, to answer all your questions—my sis is pretty big but, I've never actually seen her full size…it's kinda hard to explain with her. Her name is Mirajane! If you ever see her just call her Mira, you'll meet her sometime soon I'm sure. And I would guess about 1/5 or 1/6 of the girls at the university are futas but, that's just my guess. The average length for a futa is around 7inches but our sex drive is a lot higher than guys." Lisanna sighed as she finished her monologue answering all of Lucy's questions.

"Well, I sure learned a lot right there, if you don't mind me asking just a couple more questions—how did you become a futa? Like are you born that way?"

"That's a good question, I just learned about this over the summer when my sis and I were looking into it. Mira and I weren't born as futas but you can be, those are called first-generation futas and they are pretty rare—only a few families have the gene and even fewer inherit the gene. They typical have the large members with the average of a first-generation futas being around 9 inches. Then there are second-generation futas which is what Mira and I are—second-generation futas become futa because of the magic they use or because of a curse or spell. Not all second-generation futas permanently have their dicks like Mira and I do—it can last as short as a few hours to a few years. And finally there are third-generation futas, this are the most rare kinds of futas—they become futas by swallowing the cum of a special futas. No one really knows which futas have this special cum and there have been cases of both first-gen and second-gen futas turning girls into third-gen futas." Lisanna now fully laid out on the floor took a deep breath.

"Wow, I never knew there was so much to know about futas… hey Lisanna."

"Ya, Lucy?" Lisanna leaned forward pondering just what else this busty blonde could possibly ask.

"You're still pretty excited." Lucy said with a grin.

"Oh, I'm sorry, its hard to control it when you're only wearing a bra and panties—it doesn't help that your boobs are so big either! Yours look even bigger than Cana's." Lisanna was unknowingly, slowly leaning towards Lucy's bountiful breasts.

Lucy saw Lisanna being hypnotized by her boobs so she squeezed them together and started jiggling them with her hands right in front of Lisanna's face.

"Take off your shirt." Lucy demanded and Lisanna quickly obliged. "Hey, your breasts are pretty big too! They sure are nice and perky." Lisanna blushed at the compliment and her face became beet red.

"They're nice, not as big as yours though..,just how big are yours?" asked Lisanna as she began to feel Lucy's massive bust.

"Oooh… I wear an E-cup so they are certainly pretty big… uhhh" Lucy moaned from Lisanna's gently kneading of her breasts.

"Sometimes I wish I had bigger boobs but, I happy the way I am..C-cups suit my body nicely I think." as Lisanna said this she undid Lucy's bra and gawked as the blondes bust was fully exposed.

Lucy took that moment of Lisanna gawking at her to pull off her panties, now both she and Lisanna were fully naked. Lucy couldn't take her eyes off of Lisanna's bulbous cock—Lisanna couldn't take her gaze off of Lucy sexy body. As they two stared at each other they unknowingly leaned closer and closer toward each other till they were mere inches away from locking lips.

It didn't take much more time for the two young wizards to be locked in an intense tongue battle as each was fighting for dominance while simultaneously exploring the others mouth. They were rolling around on the floor as each was still playful fighting for dominance. With Lisanna finishing on top as the two broke the fierce kiss battle for air.

"Be my first futa Lisanna, give me that thick girlcock." Lucy opened her legs as she said this, inviting Lisanna to enter her.

"Oh, Lucy!" Lisanna moaned as she began to enter Lucy.

"Ughh… ahh, I've never been with anyone as thick as you Lisanna."

"Should I stop?" asked Lisanna clearly concerned for her friends comfort.

"No!" Lucy yelled a bit louder than she intended. "I can take it."

Lisanna slowly pushed herself into Lucy's tight snatch. Lucy was making all sorts of faces trying to accommodate the thick cock of Lisanna.

"Uhh, you're stretching me out so much!" moaned Lucy as Lisanna finished pushing all 8inches into the curvy blonde. Lucy had her arms wrapped around Lisanna and she was grabbing her a bit hard but Lisanna was in paradise. She began to thrust in and out of the celestial wizard.

Lisanna hadn't had sex in a while so she was quickly getting out of control. Her pace keep getting faster and faster—her thrust getting deeper and deeper. Each powerful thrust caused love juices to squirt out of the blondes plugged pussy. Lisanna's quick, powerful thrusts also caused Lucy's large boobs to wobble and flop up and down. Lisanna's own breasts were also flopping up and down as she relentlessly plowed into Lucy.

"Ahhh!" Lucy screamed as her body was rocked with an intense orgasm. **"Wow, that was the biggest orgasm I've ever had! Lisanna is amazing!" **

The petite white haired girl slowed her thrust and grab hold of Lucy and pull her onto herself. Now Lucy was on top and riding Lisanna. Lucy wasn't caught off guard by this—when she looked down at Lisanna she was met with a kind smirk.

"Get ready for the biggest orgasm of your life." Lisanna smirked then began to rapidly plunged her cock in and out of Lucy.

"**What?! She already gave me why biggest orgaaaaas." **Lucy couldn't finish her own thoughts as the pleasure was becoming more and more intense.

Lisanna was relentlessly ramming her thick girlcock into Lucy causing the blondes shapely ass to jiggling uncontrollably—Lisanna was sending a wave of ripples through the blondes curvy butt. Not only that but she was also sending waves of pleasure too.

"I'm almost at my limit!" proclaimed Lisanna as she grabbed Lucy's flopping breasts.

"Ahhh!" Is all Lucy could yell as her body was ravaged by another massive orgasm.

"Here it comes!" Lisanna quickly flopped her cock out of Lucy's abused pussy and sprayed stream after stream of thick hot cum all over the room.

Lucy rolled off of Lisanna and lied on the ground next to her; holding her now limp cock.

"This is gonna be a fun year." said Lucy as she stroke a few more weak streams of cum out of Lisanna.

"Definitely… I bet you'll be a on every futa's wish list this year hehe." Lisanna chuckled.

**Write a review and tell me if you guys enjoyed the chapter! I plan on making this story longer than my other one so there's more room for me to add your ideas into it! Hope you guys enjoyed it! ~Futa-Fairy **


	2. Chapter 2

Fairytail University

Chapter 2

A few days had passed since the young celestial wizard had her first romantic event on campus and with a fabled futa girl no less. Lucy was loving having Lisanna as a roommate not just cause of the 'services' that she could provide with her impressive member but, more so because of how kind and helpful she was. Always willing to answer her questions and never judging her. It was refreshing to her for there to be someone like that in such a large, crowded and diverse place. With Friday night fast approaching Lucy was eager to see what other experiences she would encounter. In the back of her mind she was also secretly wanting to see Lisanna's sister's member since she made it sound like it was just something out of fake porno or something.

Lucy quickly shaked these lustful thoughts from her head so she could finish paying attention in her final class of the day. It was Magic 101, The Origins of Magic, which no most freshman was one of the coolest classes on campus and it was to Lucy as well if she wasn't rubbing her legs together like a sex slave in heat. She couldn't quite get the images of what Mira's cock might look like.

"Ugh, I can't believe I keep thinking about such dirty things. What's gotten into me?" whispered Lucy to herself as the bell rung shortly after. "Hopefully getting back to the room and laying down for a bit will clear my thoughts."

Lucy walked toward Tenrou Lodge, down the majestic streets of Magnolia, trees lining the sidewalks lush vegetation all around with flowers dotting the campus grounds as well as the city. Combine that grand scenery with a blonde goddess and you've got what every guy (and some girls) were staring at uncontrollable. That's right Lucy was turning heads and making jaws drop all over campus; guys and girls alike! She wasn't wearing the school uniform since that was for a school event attire anyways. She was wearing a tight red shirt that said TENROU across her bust in bold letters. Though she got a women's large the text was still stretched due to her enormous bust size. Going down you would spot a light brown leather belt with loops all around it then some nicely fitting jeans that showed off her shapely rear quite well but it wasn't as noticeable as her stretched out top.

"Hey! Lucy! Are you done with classes?!" Shouted a joyful Cana as she ran towards Lucy. Making every guy squirt blood out their noses at an alarming rate.

Why? You may ask, well Cana was still wearing her blue bikini for a top and while she ran towards it did nothing to restrain her E-cup breasts from bouncing up and down like a scene straight outta Baywatch. Those perfectly tan melons swinging up and down with the slightest swaying from side to side as they bounced. Her chocolate brown hair flowed effortless in the wind. She had the sexiest smile on while she ran like a model to converse with her bombshell friend about her first week of school.

"Oh, hey Cana! Erm… is it ok for you to be wearing that? I mean you don't get in trouble?" said an uneasy Lucy.

"What this?" asked Cana as she lifted up her boobs with looking at her bikini.

"Well ya, you don't feel… well I don't know, exposed?"

"Nah, its freeing to be honest. Feel the wind against my skin. Hehe, and plus I get quite a few looks from guys and girls. Speaking of such things… I've noticed you've been getting quite a few looks as well." Cana snuck behind Lucy and squeezed her tits much to Lucy's alarm.

"Whoa! Umm thanks ha.. ha"

"Well enough small talk, are you doing anything tonight? Asked Cana as she stopped publicly violating the wizard.

"Um, no I didn't have anything planned, and I don't Lisanna did either."

"Oh great! Well would you and Lisanna like to come to a club with Erza and I tonight?!, It's a girls only club and I won't lie to you, there's gonna be a fair amount of futa's there in case that makes you feel uncomfortable."

Hearing what Cana had to say was like she was invited to Heaven. She wouldn't have really considered herself a full lesbian before college and probably wouldn't right now but, something about the thought of a girl with a nice cock ravaging her insides just turned her on so much.

"Yes!, that sounds like fun I'm sure Lisanna would love to come too!" cheered Lucy as she grabbed her backpack ready to take off to tell Lisanna and get ready.

"Alright sweet, You and Lisanna can meet in our room on the 5th floor ok?!"

"We'll be there at 9! That's ok?" shouted Lucy as she was already half sprinting away from Cana. The brown haired girl simply shook her head and turned the other way as Lucy kept making a B-line to Tenrou Lodge. This was looking to be a very eventful and memorable night for the young bombshell.

Fap~Fap~Fap Fap~Fap~Fap Fap~Fap~Fap Fap~Fap~Fap Fap~Fap~Fap Fap~Fap

As the day winded to a close and the crescent moon switched places with the vibrant sun—Lucy and Lisanna were just about ready to go meet up with Cana and Ezra for a night of excitement and entertainment in lively campus of Magnolia University.

"Very nice outfit Lucy, it really brings out the assets you have!" said Lisanna as she bite her bottom lip.

Lucy had on a fairly tight red dress that stopped mid-thigh. The dress had an open back and also a mostly open front, it made a diamond shape around her belly and made a V as it went up over her bust. Switch might I add that her dress probably wasn't made to contain E-cup breasts since her cupcakes were ready to pop outta the oven any moment.

"Aww, well thank you Lisanna; you're so sweet! You're looking one foxy girl yourself!"

Lisanna was wearing a short skirt that was black with a lavender top that was open in the front and also a bit loose fitting. The top seemed to go great with her eyes and skin tone! The skirt did a great job at showing off her nice tight an toned ass, a slight bulge could be seen in the front but nothing too noticeable, plus going to a party where futas were known to be made it even less of an issue.

"Well now that we're both ready lets head to Erza and Cana's room, wouldn't want to keep them waiting!" exclaimed Lucy as her and Lisanna walked out of the room with a slight model strut.

As both of the young babes strutted up to the 5th floor their breasts bounced to match the pace. A nice jiggle could be seen when you looked at both of their asses.

'Knock-knock' "We're here guys!" said Lucy as she knocked on the door. Quicky after the door opened to the sight of a hot as hell Cana and a spicy looking Erza.

"Hey girlfriends!, You both look fantastic." Proclaimed Cana as she stepped forward across the wood floor to give Lucy and Lisanna a hug. Erza then stepped out to give them a hug as well. It'd be a crime if I didn't tell you what Cana and Erza were wearing, they were not to be out done by their blonde and white haired friends.

Erza was wearing a crimson tight dress that had a floral pattern in the back that was slightly see through. It was a low cut top exposing her nice bust, there were disconnected sleeve on each arm. Lisanna was averting eye contact with the sex goddess that was Erza. Cana had on a skin tight dress that was blue on the right half and white on the left half of the dress. The fabric was cut to go under her breasts but, she had on a fancy blue bra that looked like it was part of the dress. Her ass looked huge sticking out of the tight dress, not to mention her extravagant bosom on full display. Erza had her hair up in a ponytail, with strands of hair coming down on each side of her face (like when she fought Ikaruga). Cana's hair was down and flowed freely with her movements or with a breeze from the wind.

After a brief time of exchanging pleasantries and hugs, the group set out to their destination of fun, excitement, and maybe a bit of naughtiness.

They had finally arrived at the all-girls club! The sign read, "Mavis Mage House" it wasn't a huge building by any means just a rectangular first floor with two lower levels. The first floor was like a main lobby, there was a jazz band a bar some seats and really a lowkey chill place to hang. The first basement level was where the partying began, a DJ booth with strobe lights and a light up floor. Bars on both sides of the dance floor. Finally the second basement floor housed what might as well be called a strip club. There were poles but the club wasn't allowed to have strippers on staff so random girls would go up there to dance and could make a few bucks, or just advertise their bodies to attract a futa. Sometimes that happened in reverse to, a futa girls were known to get up there as well.

"So what's with the name? I mean wasn't Mavis the founder of the university?" asked Lucy.

"They named it after Mavis because it was rumored that she was a legendary futa-fairy!" replied Erza. (See what I did there!?)

"Oh, ya I've heard of that rumor before, some say she is the one made the first futa humans and started the futa generations thing. But that's just a wise tale probably." Said Cana as her eyes got wider and wider the closer she got to the bar.

As the girls settled into the dance/club environment things started to heat up with each girl. Cana was very popular on the dance floor of course because of her good looks but being a bit tipsy added to her new found fame as well. She was grinding on two girls that looked to be twins, Lisanna was slightly shy and off in a corner watching Lucy and Erza dance with each other while also checking out this one Latina lookin water mage.

Lucy and Erza were getting real steamy on the dance floor, Lucy was grinding into Erza while swaying her body like a temptress. Her firm fleshy ass was pressed tight against Erza and she felt a slowly expanding bulge.

"**Wow, I didn't know Erza was a futa, Lisanna never told me, this should be fun." **As Lucy was thinking this, she made an extra effort to really grind her bubble butt into Erza.

Erza placed her hands on Lucy's hips as she continued to keep a large amount of pressure on shoving her growing bulge in-between Lucy juicy ass that was sticking way out in the tight dress she had on. Lucy reached down to place her hands on top of Erza's then proceed to slowly and sensually drag them up her body and place Erza's hands on her large bosom while they continued to gyrate on the floor. Erza was not lightly groping Lucy's breasts while the blonde bombshell was trying to get a feel of how large Erza was by squeezing her ass around the scarlet mages ever expanding bulge.

"Hey, it's getting pretty hot down here, wanna head outside for some fresh air?" Lucy whispered into Erza's ear.

"You read my mind."

They two then walked up through the lobby and outside into the cool night time air. They walked to a nearby heavily wooded park.

"Say Erza, you never told me about.. well that, you know." Said Lucy as she awkwardly stumbled her way through the sentence.

"Ya, I normally don't tell people cause even though it's not that uncommon, it still weirds some people out."

"Well it doesn't weird me out…. In fact…" Lucy's actions finished her sentence for her, she reached over and began to rub her hand on Erza's now very large and noticeable bulge, it was a wonder how whatever underwear or thong that was holding it hadn't broke yet.

"Ooh" Erza couldn't stifle the moan from escaping her plump lips.

"Let me get more, comfortable since it's so nice out… and with such a great view." Lucy quickly began to undress and in case you were wondering the view she was talking about was this busty scarlet haired futa laying infront of her in heat.

Erza watched closely as Lucy undress, as if watching a masterful painting come to life. The celestial mage popped her large breasts out of her top and slide off her tight dress, he ass burst out over the dress as she continued to pull it down till it was at her ankles—quickly after, kicked to the side.

"Wow, you're gorgeous." Said Erza with her jaw practically on the ground.

"Thank you, but you don't have to say it, your body says plenty." Replied Lucy as she leaned in and stroked Erza's bulge.

"Here let me get comfortable too." As Erza said this she stood up and began to channel her magic. "Requip!".

A hypnotizing array of colors surrounded Erza as the outline of her bare body could be made out in the flashing lights, till at last the light ceased, leaving a fully naked Erza and a big surprise for Lucy to gawk at. Lucy inched closer and closer to the scarlet haired mage, with each step Lucy took forward it seemed to arouse Erza even more, her thick, long futa cock bounced up with each step from Lucy.

Now Lucy was face to face with Erza, Titania's cock was angled nearly straight up and sandwiched in between the two goddess bodies. Lucy's large E-cup breasts were smashed against Erza's slightly smaller DD's. They could feel each other's breath, when Lucy began to lean in for a kiss Erza pulled away ever so slightly, then the roles seemed to switch. Titania's cock reached full mast and forced its way into the mass of cleavage that was Erza and Lucy's boobs. Lucy's hands began to move on their own, one taking hold of the mighty pole rubbing and throbbing against her body, the other reaching around Erza's back and sliding down to her round ass.

Erza's hands followed suit, one fondling one of Lucy's large orbs, the other gently pulling Lucy's head into a passionate kiss. You could almost see cliché fireworks go off in the background with the amount of sexual tension that was released with that kiss. Erza was definitely starting to dominate Lucy, and the blonde was more than ok with that. Having Erza deep in her mouth, letting the scarlet bombshells' tongue explore her orifice.

As the dominatrix side of Erza slowly gained momentum she started to force Lucy back till she tripped and caused both to fall. Erza now on top of Lucy took this time to stick her 13 inch monster cock between Lucy's fleshy globes.

"**My god! Her cock is massive! I'm not sure I can handle this." **Thought Lucy as she saw Ezra's cock pumping in and out of her breasts, it was about as thick as Liasanna's which was pretty freakin thick.

Erza's hands began squeezing and rotating the blondes bosom roughly around her cock as she pistoned in and out of her mountainous chest. Lucy was kneading Erza's breasts as she tried to bear with the vigorous tit fuck she was getting.

"Argh, I'm close!" moaned Erza as Lucy's face was beginning to look horrified as could practically feel the sperm build up in Erza's cock with each pump.

"Here it is!" screamed Erza, while she said this she grabbed Lucy's head and shoved her deep onto her cock will pumping rope after rope of thick cum into Lucy's throat. The volume of this orgasm was so great that she flooded Lucy's throat and sperm began to leak out of her mouth. Lucy's eyes were wide open, she nearly came from the rush and power of Erza's orgasm, the ground was soaked below her dripping snatch.

The scarlet futa slowly drug her swollen cock out of Lucy's abused mouth, causing the blonde to return to her flat position on her back, face toward the twilight sky trying to regain her consciousness. It's not every day you get skull fucked by a hung, warrior mage.

"Ready for round two? Hehe" chuckled Erza has she began to line her hardened member with the dripping pussy of Lucy, the lust in her eyes wouldn't be quenched without some serious sex.

"Ughh, wait wait! Let me-" ,but she was cut off by the mighty thrust of Erza as she began to force her meat stick in Lucy's tight snatch inch by inch. While Titania's face was in life absent ecstasy, Lucy's was one of pleasure, slight pain, and a large amount of struggle as she tried to regain control of her rapidly tightening pussy. Making it harder to Erza to push in but Erza didn't mind she just pushed harder and harder.

Erza was about half way in when she pulled it all out then with a large reservoir of strength shoved her full length into the dumbstruck blonde. Lucy orgasmed instantly and sprayed Erza with her sex juices, only turning Erza on more, it almost felt like she was growing even larger after Lucy came. But regardless she began to slam into Lucy with righteous fervor. The sight from above was Lucy's blonde hair spread out on the ground like threads of gold, her breasts bouncing wildly her eyes watering and out of focus, with Erza's scarlet hair running the length of her back, her shapely ass slamming down onto Lucy. Jiggling uncontrollably with each vicious thrust. The ground around the two love birds was slowly cracking and sinking with each powerful thrust.

"Ahhhh Yes!" yelled Erza in pure ecstasy as she pounded Lucy into the ground, literally.

The two continued to fuck like this for roughly forty minutes. Then Erza, picked Lucy up and began to essentially throw her down onto her cock. The combination of Erza pushing Lucy onto her cock, and the scarlet haired mage pumping up into Lucy sent her over the edge. She came over and over again. Sending orgasms rattling throughout her body every few minutes. It was more stimulation than one body should be able to take. Her pussy was like a leaking faucet pouring love juices all over Erza's thick futa cock.

Their nipples were sliding up and down each other's as their breasts were once again being squeezed together. Lucy's head was bobbing around wildly as her tongue hanged out the side.

"Your pussy is simply amazing Lucy! I'm cumming again!" Erza traded the speed of her pumps for more strength, each thrust was long and strong as she did this for five pumps and unleashed the ocean of cum directly into Lucy's womb. Erza stood there for three minutes emptying her load in the celestial mage. The blondes stomach began to swell as the volume of sperm began to expand her stomach.

Erza moaned and lifted Lucy off her cock and allowed to still somewhat hard cock to flop out of Lucy's brutally punished snatch. A large amount of excess sperm leaked out of the blonde's pussy and pooled on the ground below mixing with the grass, sweat, and love juices.

Erza gently placed Lucy on the ground leaning her up against a tree. She grabbed her semi erect cock and slapped, and drug it across Lucy's face, smearing some leftover cum on it. Erza then jerked her cock a bit to put some life in it and forced to back to a foot long. Titania shoved her cock into Lucy's mouth and began to slowly face fuck the gorgeous blonde again, taking real deep strokes into her throat.

"Ugh, your throat just feels so good." Moaned Erza as she felt another load boil at the base of her cock.

"Ahhhh, ya!" said Erza as she started cumming in Lucy's mouth quickly pulling it out and spraying her load over Lucy's face, then her breasts and finally her stomach and all over the tree, and surrounding ground. She lost her balance fell on her back, completely exhausted the mighty Titania passed out.

Lucy already being out of it for some time simply remained leaning against the tree, cum glazed.

"Oh look what we have here, hehe oh my, what a mess."

**Well guys, you aren't dreaming it's your friendly futa-fairy! Sorry, I've been MIA for so long and to be honest it might be like that again but, hopefully you guys enjoy this. As always leave a review and tell me what you think about it! Hopefully I wasn't too rusty when I wrote this. Enjoy! **

**P.S. Tell me who you would like to see in the next chapter. Preferable someone that hasn't had a scene. See ya! **


	3. Chapter 3

Fairytail University

Chapter 3

"Oh look what we have here, hehe oh my, what a mess." said a voluptuous figure in the shadows of the trees.

"Ughh, wh-where am I? Erza?!" asked a concerned and confused Lucy as she slowly came to from passing out during the pussy pounding she received from her scarlet haired friend.

The air was damp and fetid, as the young blonde looked around and observed she quickly came to the realization that she was chained to the wall by her hands, her clothes were gone leaving her body completely exposed. Across the room she spotted Erza chained to the wall in similar fashion, her soft member still rather large.

"Psst, Erza! Erza wake up! We gotta get out of here, wherever here is… ERZA!"

"Errr, ugh, wa-wh… Lucy!? Are you ok? What happened?!"

"I'm not sure but whats important is us getting the hell outta here!"

*clap clap clap* "Hahaha, well looks like the fresh meat finally woke up, you should really thank me you blonde slut, I cleaned all the spunk off you." A tan busty women entered the dungeon like room laughing manically and clapping.

"Haha, I mean honestly you got cum blasted, but you looked real hot covered in that redheaded bimbo's spunk. It made me too horny to contain myself."

"Just who the hell are you, y-you witch!" exclaimed Lucy irritated by the whole situation.

"Minerva, you wench." Said Erza with a scowl unlike any scowl you've seen before.

"In the flesh, hahaha" replied Minerva as she walked under the single dim light in the room.

The slightly dark skinned harlot was dress in a blue dress with a white foxtail adorning her neck. She had very large breasts, probably the same size as Lucy, her ass was huge and the biggest of the three voluptuous bombshells in the room.

"I must say you two put on quite the show last night. I'm truly impressed with the pounding you gave her Erza dear. And Lucy you took her cock so well, _hehe not like she had a choice_."

"Just what do you want with us Minerva." Questioned Lucy who was starting to feel uneasy with how Minerva was eyeing her up and down.

"I plan to use you the same way Erza did of course, are you that dense? I can only hope you handle me, I'm a bit more to deal with than your scarlet haired tramp."

"**Oh shit, Lisanna warned me about her, I hope someone comes to save us! This could get real bad real fast." **

Minerva was done talking, she began to walk forward towards Lucy in a sensual way, swaying her hip from left to right as her ass bounced in her tight dress. The ample amount of cleavage she was showing shook and wobbled with her strong movements. While she walked she threw off her foxtail, and began to slowly let her dress slide off and step out of it—all in a fluid motion never changing her stride. Now in just a bra and what looked to be some spandex shorts Lucy and Erza gazed at their capturer in her Aphrodite like presence. Her breasts were truly large certainly the size of Lucy's, she ass was stretching those spandex to new lengths they weren't meant to go. However, the most impressive sight to behold, was the big, fat bulge in the front of her spandex. Her bulge was the size of most girl's asses.

"Oh, did I do that? Haha; and Lucy really I thought you had more class than that, shame on you to stare at my package like a dog staring at a slab of meat." Bellowed Minerva as she poked fun at the growing hard on Erza was sporting and Lucy's jaw that might as well have been on the floor.

"Ughh, I-I was doing no such thing, don't flatter yourself you big titty cow!" protested Lucy.

"A cow you say? Well then I guess that makes you one too since these big utters of yours are just as big as mine." Retorted Minerva as she began to roughly fondle and knead at Lucy's fleshy globes.

"Gah, not so rough." Moaned Lucy trying to stifle the feelings of arousal she was beginning to feel.

Minerva continued her assault on the blonde's busty chest, switching from just her hands to licking and biting her pink nipples. While sucking on one boob and using one hand to grope the other, she deftly plunged two fingers in Lucy's moistening snatch. Earning an erotic moan from the celestial wizard as well as the fountain that is her pussy to start running again.

"My, my, what a slut you are, already this wet? Haha how grand!" said Minerva as she increased the pace of her fingers and added one more.

"Ahh, not so rough, I'm gonna.. oh my Ahhh!" yelled Lucy as she orgasmed off the rapid flurry of Minerva's fingers.

Minerva reached into her discarded dress and pulled out a key, she unlocked both of Lucy's chains freeing her; her sudden freedom resulted in the weaken mage collapsing to the ground on her hands and knees as Minerva towered over her.

"Now fairy bitch, come take hold of your prize for the night." Said Minerva as she sported a cocky grin sticking her massive bulge in Lucy's face.

Lucy was hypnotized by the sheer size of the bulge and couldn't help but want to see what was being concealed by the black spandex. She reached out her hands and took hold of the stretchy fabric, pulling down on both sides, eager to witness the serpent that dwells within. Slowly the spandex lowered, Lucy and Erza's face looked more and more shocked the lower the black fabric got.

"What the fuck!" screamed Lucy and Erza in unison.

"Bask in my glory you worms! Muahaha!" roared Minerva in laughter.

"H-How?! You have… you have two cocks!" proclaimed Lucy in senseless shock.

True to Lucy's surprised words; Minerva did have two full-fledged cocks, and not small ones either. Both her cocks rapidly hardened under the attention and shock of her captured playmates. Now at nearly full mast each of her futa cocks were nearly 14 inches in length and thick as a soda can. Truly it seemed, Minerva had the body of a futa goddess.

"Now, get to work my cocks." Demanded Minerva as Erza looked on in shock and slight arousal.

Lucy attempted to wrap the two large cocks in her breasts but her boobs couldn't quite wrapped around them both, nonetheless she began to rub and shake her soft bosom up, down and around Minerva's twin anacondas. The blonde mage began to alternate licking the tips of the cocks.

"Oh, Erza my dear, don't think I've forgotten about you. You'll just have to wait your turn haha." Scoffed Minerva has Lucy continued to service her loaded pythons.

"Well, you've got me nice and hard my slave, let's get down to business shall we?"

Minerva pushed Lucy off her cocks, she fell and rolled onto her stomach—her boobs smashed against the ground holding her up. The brunette mage then slide her two massive cocks under Lucy's stomach amd proceeded to lift her off the ground by her cocks.

"Wh-What the hell?! Just how strong are these dicks?!" asked Lucy somewhat frantically, this only aroused Minerva more and her twin futa cocks expanded slightly more in length and thickness, her two cocks now her bumping and probing at the bottom of Lucy's large rack. She could feel the hot throbbing members along the length of her stomach and rubbing against her breasts.

While this was happening Minerva was thoroughly enjoying her view of Lucy's big ass wobbling and shacking whilst being hoisted up by her robust cocks. She slapped it a few times taking great delight in how each slap caused a ripple to travel through the ample fleshy ass. Slaps soon gave way to groping and fondling which gave way to kissing and licking.

Minerva having satisfied her lust to play with Lucy's body a bit now was fully focused on the main course, that tight pussy and even tighter ass. She lifted Lucy up a bit so she could position one of her cocks at the entrance to the blonde mages drippin snatch.

"Sorry to keep you waiting dear, but I'll make it up to you in grand fashion hahaha!" quickly after ushering those words Minerva slowly popped the head of her cock in—then proceed to slam home the rest of her now nearly 16 inch long cock. An outline of her cock could be seen through Lucy's stomach; however, slightly obscuring that outline was Minerva's other throbbing cock that slide violently against Lucy's stomach and rammed the head in between her bosom.

Lucy's eyes looked like they were ready to pop out of her skull with the first powerful thrust Minerva gave her but she didn't have to process how much pain that thrust caused because Minerva began working like a jet engine with magnificent efficiency.

"**O-O my god! Why have I been getting fucked so roughly recently, but it-it hurts so good!" **Thought Lucy as she was feeling her first orgasm boil to its climax.

"Ahhh!" Lucy moaned out, but quickly tried to cut off her moan trying to not let Minerva see she was beginning to enjoy herself.

Although, this act was in vain, Minerva could already tell her little blonde friend was enjoying herself by how wet she was, very few people could actually take Minerva's full size and even fewer actually got this wet from doing it.

The sound of Lucy's big round ass slapping against Minerva's toned abs filled the cell, if you listened a bit more intently you could hear the sloshing and gushing sound coming from Minerva's cock plunging in and out Lucy's river of a pussy.

"Let's kick things up a notch." Said Minerva as she grabbed Lucy's arms in each hand for leverage and increased the strength of each thrust, sending powerful ripples through her ass giving it the sexiest jiggle even seen by a futa fucking a girl. Minerva's eyes were black with lust, her grin was that of a sex crazed demon in heat.

"Gah, here comes my first load!" moaned Minerva in orgasmic bliss. Her pumps slowed but increased in power as they did so. On her final pump she unleashed the torrent of seed into Lucy's womb. She slowly pulled out during her first full roped of sperm with a *pop* and laid the cock that was in the blondes snatch on her back while the other stayed underneath her stomach to hold her up. Minerva flossed Lucy's ass cheeks with her cock as it poured cum all over the busty blondes back (triple B's for the win!) The cock holding her up blasted cum on the floor and into Lucy's face when he lowered her head to relax.

Minerva stood there for nearly 5 minutes cumming all over Lucy. Finally as she came down from her orgasm she slide Lucy off her cock and onto the ground, the blonde's ample ass was pointed in the air as if it was begging for round two. And Minerva was all too willing to give that ass what it wanted.

"This is gonna sting a bit haha." Whispered Minerva in Lucy's ear as she leaned her cocks against Lucy's ass and pussy teasing the entrances.

"Whoa, wait a minute… I-I'm not sure I can take both of your monster cocks." Protested Lucy.

"Yes you can, you're amazing you slut." Replied Minerva as she leaned forward to grope Lucy's breasts and also use those fleshy globes for leverage. By doing this she slowly forced her cocks into their respective holes, spreading the walls of Lucy's pussy and ass to new limits.

Lucy's hands clawed at the ground trying to both pull away from the onslaught of Minerva's fat cocks and to brace for the inevitable pounding she was going to receive in this position. The tan mage continued to push past the tightness of Lucy's walls slowly enjoying each and every spasm and squeeze Lucy's ass and pussy where giving her. Her enjoyment didn't end there, the fondling and manual bouncing of Lucy's breasts brought her great joy as well.

The outlined of Minerva's cock in the blondes pussy was clear to see now, and Minerva having bottomed out in Lucy's stretched holes began to pump in and out with fervor.

"Ugh, you're squeezing me too tight you little slut!" groaned Minerva as she struggle to maintain her composure under the intense tightness of Lucy's holes.

From Erza's point of view the sight was simply amazing, Minerva's big, round, and tan ass would climb high in the air and slam down onto Lucy's bubble butt. Each time Minerva rose up Erza could see her massive cocks slide out of Lucy's ass and pussy in all their glory. She could catch the slightest glimpse of Lucy's facial expressions which were all shock and bliss, her mouth was open constantly as she moaned with each and every thrust. Lucy could no longer contain her pain and pleasure, her moans echoed throughout the room and down the poorly lite hallway.

Minerva proceeded to pound Lucy in this manner for a good 40 minutes before she felt her next load rush up from the base of her swollen cocks.

"Ahhhh Yes! This is an S class pussy!" screamed Minerva, her orgasm rocked through her body. She pump load after load directly into Lucy. It sounded like a sink filling with water, the sink of course being Lucy. Her stomach began to expand do to the sheer volume of sperm flooding her body. The pressure continued to build until she launched off Minerva's cocks like a hydraulic rocket.

Lucy landed on her cum filled stomach and rolled over onto her back, her legs were spread allowing cum to ooze out of her abused pussy and ass. Her massive breasts slightly sagged to the sides and her inflated belly slowly deflated as the river of cum flowed forth from her holes.

Minerva fell backwards when Lucy launched off her cocks and landed on her bubble butt, her cocks continued to spray cum into her face and allover her large bouncing breasts. The twin anacondas waved wildly as the drenched the area in a shower of cum.

"Goodness me hehe, Now I see how an inferior generation futa like Erza could cum so much, that celestial mage is something special." Said Minerva as she licked cum off her face and wiped it from her still lustful eyes.

"I'm a women of my word Titania, I haven't forgotten about you my sweet." Minerva made her way over to Erza to fondle her large breasts as she spoke these honeyed words.

"However, I'm afraid that since Lucy drained a lot of my energy… I'll have to keep your anti-magic cuffs on." Minerva proceed to pop the chain off and let Erza fall on her feet.

"Lucy! Lucy! Are you ok?! Say something to me." Erza frantically ran to Lucy straddling her and trying to help her regain her consciousness.

"Ugh, Er-Erza!? Yes, I'm fine I think." Replied Lucy calming Erza's nerves a bit.

"Well this is a good position for you two. Yes, this will work quite well. Let me help you a little; here!" Minerva pushed Erza on top of Lucy and lined her cocks up with both Erza's and Lucy's exposed snatch. Grabbing Erza's waist Minerva slammed he cocks into both Erza and Lucy.

"Ugh! My god! She's big." Groaned Erza, who wasn't particularly use to getting fucked, she was more prone to be the one doing the fucking (which I'm sure you all got the gist of in the last chapter).

Lucy was being to be overwhelmed by the sexual sensations. She wrapped her arms around Erza and pulled her in for a deep kiss. Erza returned the kiss in full force, she used one hand to caress the blondes head—lightly brushing Lucy's hair behind her ear. The other hand was holding Erza up pressed against the floor.

"Well, now isn't that just sweet." Minerva smirked at the pair of lovers she was fucking. Her deep strokes slowed down as she enjoyed watching the passionate kissing between Lucy and Erza. Placing her hands on Erza nice firm ass and slapping it like she was playing drums. Erza was clearly enjoying herself as well since her cock was rock hard rubbing between her and Lucy's bodies.

"Mmhmm!" Both Erza and Lucy moaned in each other's mouths as an orgasm rocked through their bodies. Erza stopped holding herself up and wrapped her strong arms around Lucy tightly smashing her large breasts together. Her cock shot cum into their breasts causing a mini geyser of cum to sprout from their smashed boobs. They briefly separated their lips to moan, cum landed on each of their mouths.

"Let me get that for you." Whispered Lucy to Erza as she licked the sperm from Titania's mouth and begin kissing her again.

Minerva silently moved Erza off Lucy breaking their kiss to introduce a new position. Now Lucy was still on her back with her large swaying tits fully exposed, Erza's long cock was station at her entrance. Minerva was behind Erza with her thick cocks raring to plunge into both of the scarlet mage's holes.

With a forceful thrust Minerva rammed deep into Erza making a chain reaction to ensue plunging Erza into Lucy—the reaction ended in the glorious unrestrained bouncing of Lucy's massive jugs.

The threesome was drenched in sex juices and a tangible lust. Minerva's large ass ramming into Erza's slightly smaller but still large ass, both of their boobs were bouncing and gyrating wildly matching their thrusts—or rather Minerva's since she was the one making the pace. Lucy's face in ecstasy whilst her breasts swung recklessly in the face of Erza.

"I'm almost at my limit!" Minerva moaned out, as she shortened her strokes.

"Here it comes!" screamed Minerva as she exploded inside of Erza flooding the young red haired mage's insides. Erza came nearly instantly with her nemesis Minerva; pumping her seed into Lucy. Not to be left out—Lucy climaxed yet again soaking Erza's swollen cock.

Minerva pulled out of Erza and started quickly stroking her twin cocks covering Erza and Lucy with her cum. Erza did the same to cover Lucy's bosom with her hot cum. Both the blonde and the red haired mages laid on their backs and the watched in awe as Minerva took a few minutes to stop cumming and descend from her climax.

"Ugh, Arghh!" grunted Minerva as she fell to her knees in sudden agony. Completely confused Erza and Lucy watched on, not in any mood to see if the women who used them as a cum dumpster was in serious pain or not. Whether or not they enjoyed it didn't really matter, it was still a dick move.

Minerva's grunted continued as her cocks grew another few inches to nearly 18 ½ inches long and probably 4 inches in diameter.

"Whaa…Just what the hell are you!?" asked Lucy in fear.

"Muahahaha, excellent hahaha just wonderful!" laughed Minerva as she stood up proud of her new members.

"You naïve fool, behold the power of a third generation futa! We feed on the sexual energy of those we have sex with and improve our own bodies with it, we are a superior breed of futas!" answered Minerva with an extremely evil grin on her twisted face.

"That red haired bimbo is only a first generation futa, being born with a cock guaranteed she would be blessed with a large member but she can't begin to comprehend what I can obtain."

While Minerva was in her monologue about her infinite beauty and power a familiar friend was approaching to save her friends, and she brought some back-up! They two girls crashed through the roof of the room with a load bang as the roof slightly collapsed and threw debris everywhere.

"Lucy! Erza! I'm here to get you out of this whorehouse!" proclaimed Cana as she walked out of the debris cloud with a white haired mage behind her, she looked a lot like Lisanna to Lucy.

"Oh and I brought Lisanna's big sis Mira to help out with that bimbo Minerva."

"Hiya guys! Hmphmp!" Mira said with a cheery smile that quickly got serious as she looked over at Minerva who was grinning from ear to ear with excitement.

"So the demon whore makes her appearance huh? Haha I couldn't have planned this day any better if I tried! Bring it on you big titty bitch!" Minerva and Mira were in a standoff; Cana took Lucy and Erza away from the Tartarus Sorority house back to Tenrou Lodge.

What will happen next between Mira and Minerva? Will Cana try and join in on the fun with Erza and Lucy? Is there far more than meets the eye going on within the Tartarus sorority house? Find out next time!

**O ya! I feel good about this chapter, it might be my best one I've done and that includes my chapters in my other story too! Thanks for the continued reviews and support your guys! Hope you enjoyed this one! **


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